-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ETGWupA/39xm28PgZBuTrUCc0X04atSmJ40eQRTLwaxNzsdH5PLm3NLhYulxRu1o g+u5/M0AZXG5/POWf7AkcQ== 0000950149-04-001451.txt : 20041026 0000950149-04-001451.hdr.sgml : 20041026 20041026155934 ACCESSION NUMBER: 0000950149-04-001451 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041026 DATE AS OF CHANGE: 20041026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SHARED HOSPITAL SERVICES CENTRAL INDEX KEY: 0000744825 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 942918118 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08789 FILM NUMBER: 041096760 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4107 BUSINESS PHONE: 415-788-5300 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4107 8-K 1 f02670e8vk.htm FORM 8-K e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported) October 26, 2004

AMERICAN SHARED HOSPITAL SERVICES

(Exact name of registrant as specified in its chapter)
         
California   0-8789   94-2918118
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
Four Embarcadero Center, Suite 3700, San Francisco, CA   94111
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code 415-788-5300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


TABLE OF CONTENTS

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
EXHIBIT 99.1


Table of Contents

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

On October 26, 2004, the Company issued a press release announcing its financial results for the three and nine months ended September 30, 2004. The full text of the press release is attached hereto as Exhibit 99.1. The Company does not intend for this exhibit to be incorporated by reference into future filings under the Securities Exchange Act of 1934. The foregoing information is provided pursuant to Item 12 (Results of Operations and Financial Condition) of Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     
 

  (a)      Not applicable.


  (b)      Not applicable.


  (c)      Exhibits
  The following exhibit is filed as part of this report:


   
  99.1      Earnings Press Release, dated 10/26/04

 


Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: October 26, 2004   American Shared Hospital Services
 
 
  By:   /s/ Ernest A. Bates, M.D.    
    Ernest A. Bates, M.D.   
    Chairman and CEO   
 

 

EX-99.1 2 f02670exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1

AMERICAN SHARED HOSPITAL SERVICES
REPORTS 2004 THIRD QUARTER AND NINE MONTH RESULTS

Operating Income Sets New Records on Higher Revenue

San Francisco, CA, October 26, 2004 — AMERICAN SHARED HOSPITAL SERVICES (AMEX,PCX:AMS), the leading provider of Gamma Knife® radiosurgery services, today announced record operating income and higher revenue for the third quarter and first nine months of 2004.

For the three months ended September 30, 2004, revenue increased 3% to $4,136,000 from $4,011,000 for the third quarter of 2003. Operating income rose 13% to a record $860,000 from $758,000 a year earlier. Net income increased to $840,000, or $0.16 per diluted share, which included an income tax benefit of $472,000 related to the exercise of previously expensed stock options. For last year’s third quarter, net income was $369,000, or $0.07 per diluted share.

For the nine months ended September 30, 2004, the Company reported revenue of $12,479,000, a gain of 6% compared to revenue of $11,785,000 for the same period a year ago. Operating income grew 12% to a record $2,471,000 from $2,197,000 last year. Net income increased to $1,599,000 or $0.31 per diluted share. This compares to net income for the first nine months of 2003 of $1,039,000, or $0.20 per diluted share.

Ernest A. Bates, M.D., Chairman and Chief Executive Officer, said, “Based on contracts in hand, over the next nine months we expect to increase the number of Gamma Knife centers by 17%. We see many opportunities to continue to build our Gamma Knife platform and to expand our business into the market for radiosurgery of the body, a new and exciting growth opportunity for AMS.” Bates noted that the Company’s strong operating results have allowed it to increase the fourth quarter dividend by 6%, to $0.18 per share at an annual rate, following the 6% dividend increase paid in the third quarter of 2004.

At September 30, 2004, AMS provided Gamma Knife radiosurgery services to 18 hospitals in the United States. Craig Tagawa, Chief Operating and Financial Officer, said that three additional hospitals currently are scheduled to begin Gamma Knife service through AMS over the next few quarters. “Our Baptist of East Tennessee Gamma Knife project is scheduled to open by January 2005. Northern Westchester Hospital in Mt. Kisco, New York has received its Certificate of Need approval and is anticipated to open late in the first quarter of 2005. Mercy Health Center in Oklahoma City, our 21st Gamma Knife project, is projected to begin operating in mid-2005,” he said.

Tagawa noted that total treatments in the third quarter of 2004 increased 8% compared to the third quarter of 2003. He said that treatments from Gamma Knife units in operation more than one year decreased 4% compared to last year’s unusually high volume, reflecting normal fluctuations in disease incidence and related factors. “The pace of treatments has picked up noticeably in the past couple of months,” he said.

Conference Call AMS has scheduled its conference call for 4:00 pm ET today. To participate in the live call, dial (800) 446-1671 at least 5 minutes prior to the scheduled start time. A simultaneous WebCast of the call may be accessed through the Company’s website, www.ashs.com, or through CCBN, www.companyboardroom.com. A replay will be available for 30 days at these same internet addresses, or by calling (888) 843-8996, pass code 10196953. The replay will also be available at www.ashs.com and www.companyboardroom.com.

About AMS American Shared Hospital Services is building a profitable medical services company in an underserved niche — turnkey technology solutions for advanced radiosurgical procedures. The Company’s core business is supplying hospitals with the Gamma Knife — a non-invasive treatment for malignant and benign

1


 

brain tumors, vascular malformations and trigeminal neuralgia (facial pain). The Gamma Knife, the gold standard in radiosurgery, reduces surgical risk and patient discomfort, resulting in a shorter hospital stay and lower risk of complications. In most cases, Gamma Knife patients resume their normal activities within a few days of treatment, compared to weeks or months for patients who undergo conventional surgery. More than 250,000 patients worldwide have already received this treatment. American Shared Hospital Services is the world leader in providing Gamma Knife radiosurgery services.

Safe Harbor Statement This press release may be deemed to contain certain forward-looking statements with respect to the financial condition, results of operations and future plans of American Shared Hospital Services, which involve risks and uncertainties including, but not limited to, the risks of the Gamma Knife business and the risks of developing its IMRT and The Operating Room for the 21st Century® programs. Further information on potential factors that could affect the financial condition, results of operations and future plans of American Shared Hospital Services is included in the filings of the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, its Quarterly Report on Form 10-Q for the periods ended March 31, 2004 and June 30, 2004 and the definitive Proxy Statement for the Annual Meeting of Shareholders held on June 17, 2004.

     
Contacts:
  American Shared Hospital Services
  Ernest A. Bates, M.D., (415) 788-5300
  Chairman and Chief Executive Officer


  e.bates@ashs.com
  Berkman Associaties
  Neil Berkman, (310) 277-5162
  President
  info@berkmanassociates.com

2


 

AMERICAN SHARED HOSPITAL SERVICES

PRESS RELEASE
Third Quarter 2004 Financial Results
  October 26, 2004
Page 3

Selected Financial Data
(unaudited)

                                 
            Summary of Operations Data
       
    Three months ended Sept. 30,
  Nine months ended Sept. 30,
    2004
  2003
  2004
  2003
Revenue
  $ 4,136,000     $ 4,011,000     $ 12,479,000     $ 11,785,000  
Cost of operations
    1,906,000       1,895,000       5,936,000       5,313,000  
 
   
 
     
 
     
 
     
 
 
Gross margin
    2,230,000       2,116,000       6,543,000       6,472,000  
Selling & administrative
    817,000       702,000       2,345,000       2,367,000  
Interest expense
    553,000       656,000       1,727,000       1,908,000  
 
   
 
     
 
     
 
     
 
 
Operating income
    860,000       758,000       2,471,000       2,197,000  
Interest & other income
    21,000       27,000       64,000       99,000  
Minority interest
    (267,000 )     (224,000 )     (764,000 )     (699,000 )
 
   
 
     
 
     
 
     
 
 
Income before income taxes
    614,000       561,000       1,771,000       1,597,000  
Income tax (benefit) expense
    (226,000 )     192,000       172,000       558,000  
Net income
  $ 840,000     $ 369,000     $ 1,599,000     $ 1,039,000  
 
   
 
     
 
     
 
     
 
 
Earnings per common share:
                               
Basic
  $ 0.18     $ 0.10     $ 0.38     $ 0.27  
 
   
 
     
 
     
 
     
 
 
Assuming dilution
  $ 0.16     $ 0.07     $ 0.31     $ 0.20  
 
   
 
     
 
     
 
     
 
 
Basic shares
    4,755,000       3,871,000       4,214,000       3,827,000  
Diluted shares
    5,119,000       5,081,000       5,097,000       5,072,000  

Balance Sheet Data

                 
    9/30/2004
  9/30/2003
Cash
  $ 9,512,000     $ 10,882,000  
Restricted cash
  $ 50,000     $ 50,000  
Current assets
  $ 13,106,000     $ 14,280,000  
Total assets
  $ 46,158,000     $ 47,042,000  
Current liabilities
  $ 8,154,000     $ 7,560,000  
Shareholders’ equity
  $ 17,326,000     $ 15,143,000  

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